/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
MONTRAL, March 4, 2021 /CNW Telbec/ - MONARCH MINING CORPORATION ("Monarch" or the "Corporation") (TSX: GBAR) (OTCMKTS: GBARF) is pleased to announce that it has closed the previously announced bought deal private placement for aggregate gross proceeds of approximately C$5,080,000 (the "Offering"). The Offering was conducted pursuant to the terms and conditions of an underwriting agreement entered into among the Corporation, Sprott Capital Partners LP and Stifel GMP, as co-lead underwriters and joint bookrunners (collectively, the "Underwriters"). The Offering consisted of the issuance of (i) 857,143 flow-through common shares of the Corporation (the "Quebec FT Shares") at a price of C$1.75 per Quebec FT Share, and (ii) 2,587,841 flow-through common shares of the Corporation (the "FT Shares") at a price of C$1.38 per FT Share.
Each Quebec FT Share will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Qubec)) and each FT Share will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada).
The gross proceeds from the sale of the Quebec FT Shares and the FT Shares will be used by the Corporation to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Corporation's eligible projects in Qubec. The Qualifying Expenditures will be renounced in favour of the subscribers with an effective date no later than December 31, 2021.
As consideration for the services provided by the Underwriters in connection with the Offering, the Underwriters received: (i) a cash commission equal to 6% of the gross proceeds of the Offering; and (ii) compensation options (the "Compensation Warrants") equal to 6% of the number of securities sold under the Offering. Each Compensation Warrant is exercisable to acquire one common share of the Company, issued on a non-flow through basis (each, a "Compensation Option Share") at a price of $1.38 per Compensation Option Share until March 4, 2023.
The Offering remains subject to certain conditions, including, but not limited to, the receipt of the final approval of the Toronto Stock Exchange.
All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, ending on July 5, 2021, under applicable Canadian securities legislation.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.